Joseph Dunford
LOCKHEED MARTINAbout Joseph F. Dunford, Jr.
Independent director at Lockheed Martin since 2020, age 69, and current Chair of the Classified Business & Security (CBS) Committee with membership on the Nominating & Corporate Governance Committee . A retired four-star U.S. Marine Corps General, he served as the 19th Chairman of the Joint Chiefs of Staff (2015–2019) and previously as Commandant of the Marine Corps and Commander of U.S. and NATO Forces in Afghanistan; he is a Senior Managing Director & Partner at Liberty Strategic Capital (since 2022) and holds several non-profit leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Joint Chiefs of Staff | Chairman (19th) | 2015–2019 | Led inter-service military strategy and oversight of large-scale operations |
| U.S. Marine Corps | Commandant; Four-star General | 40+ years of service (ret. 2019) | Executive management, logistics, procurement; cybersecurity threat expertise |
| U.S./NATO Forces (Afghanistan) | Commander | Not disclosed (prior to 2015) | Operational command of multinational force; large organization leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Strategic Capital | Senior Managing Director & Partner; Investment Committee member | Since 2022 | Private investment firm; governance and investment oversight |
| Satellogic Inc. | Director (public company) | 2022–present | Other public board within last five years |
| Adams Presidential Center | Chairman of the Board (non-profit) | Not disclosed | Listed in selected experience |
| Harvard Belfer Center | Senior Fellow | Not disclosed | Listed in biography |
| Semper Fi & America’s Fund | Chairman of the Board (non-profit) | Not disclosed | Listed in biography |
Board Governance
- Current LMT committee assignments: CBS Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined all directors are independent except Chairman/CEO; all Audit, CBS, Compensation, and Governance Committee members meet enhanced NYSE independence standards .
- Attendance: In 2024, six Board meetings; directors attended 100% of Board and assigned committee meetings (overall 100% attendance) . In 2023, overall Board attendance was 97%, with all directors attending >75% of their meetings .
- CBS Committee 2024: 3 meetings; oversight of classified program operational/financial risk and security of personnel, facilities, data (including classified cybersecurity/AI matters) .
- Governance Committee 2024: 3 meetings; board recruitment/refresh; composition/skills; sustainability/climate oversight; product/employee safety; political spending; human rights risk .
- Director commitments policy: Limits on public boards (≤4); audit committees (≤3); active CEOs (≤3). Governance Committee confirmed all nominees are compliant; also oversees conflicts/independence/time commitments .
- Stock ownership guidelines: Directors must achieve 5× annual cash retainer within five years; as of Dec 31, 2024, all non-employee directors met or are on track .
- Anti-hedging/pledging policy: Prohibits hedging or pledging by directors, officers, and employees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 186,667 | 195,000 |
| Stock Awards ($) | 170,000 | 170,000 |
| All Other Compensation ($) | — | — |
| Total ($) | 356,667 | 365,000 |
| Notes | Cash includes annual retainer and any committee chair retainer | Cash includes annual retainer and any committee chair retainer |
Performance Compensation
| Equity Design Element | 2023 | 2024 | 2025 |
|---|---|---|---|
| Stock Units Credited (grant) | 353.7908 units per director | 401.7773 units per director (Dunford included) | 402 units credited on Feb 14, 2025 (unvested as of Feb 28, 2025) |
| Grant Date Fair Value | $170,000 (at $480.51 close on Feb 15, 2023) | $170,000 (at $423.12 close on Feb 15, 2024) | Not disclosed (units credited) |
| Vesting | 50% Jun 30; 50% Dec 31 following grant | 50% Jun 30; 50% Dec 31 following grant | 50% Jun 30; 50% Dec 31 following grant (general plan terms) |
| Distribution | Upon termination; lump sum or up to 20 annual installments in cash or shares | Same as 2023 | Same as 2024 |
| Options | Board resolution since 2014: no stock options elected by non-employee directors (stock units only) | Same | Same |
Other Directorships & Interlocks
| Company/Org | Role | Overlap/Interlock | Independence Consideration |
|---|---|---|---|
| Satellogic Inc. | Director | Space/EO sector (adjacent to defense/aerospace) | Board considered directors’ affiliated entities and found no material interest; Dunford’s relationships (family employer; non-profit directorship) were deemed immaterial |
| Liberty Strategic Capital | Sr. Managing Director & Partner | Private investment firm | Governance Guidelines independence standards applied; no material interest identified |
Expertise & Qualifications
- Senior Military/Government experience; oversight of large organizations; executive management, logistics, military procurement; cybersecurity threats .
- Contributes industry-specific expertise and deep knowledge of core U.S. government customer to LMT’s board oversight .
Equity Ownership
| Metric | As of Feb 26, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Common Stock (shares) | 1,741 | 2,199 |
| Stock Units (shares) | 402 | 402 |
| Total (shares) | 2,143 | 2,601 |
| Ownership as % of Outstanding | <1% | <1% |
| Shares Pledged | None | None |
| Guideline Compliance | 5× cash retainer target; met/on track for all non-employee directors | 5× cash retainer target; met/on track for all non-employee directors |
| Anti-Hedging/Pledging Policy | Prohibits hedging/pledging for directors | Prohibits hedging/pledging for directors |
Insider Trades
| Date | Filing | Description |
|---|---|---|
| Feb 19, 2025 | Form 4 | Phantom stock units under Directors Equity Plan; converts 1-for-1 to common stock; administrative filing signed by attorney-in-fact |
| Feb 15, 2023 | Form 4 | Grant/acquisition pursuant to Rule 16b-3 aligning to annual director stock unit award cycle |
Governance Assessment
- Strengths: Independent status; CBS Committee chairmanship aligns with core customer and risk oversight; full Board/committee attendance (100% in 2024); robust independence screening (no material related-party transactions for Dunford); strong ownership alignment (5× retainer guideline; anti-hedging/pledging policy) .
- Compensation: Balanced cash/equity director pay with market benchmarking by independent consultant (Meridian); no options; time-based vesting of equity reduces risk of pay-for-performance misalignment for directors .
- Other commitments: Board policy enforces limits; Governance Committee confirmed compliance; Dunford’s external roles (Liberty Strategic Capital; Satellogic; non-profits) reviewed and assessed as immaterial to independence .
- RED FLAGS: None disclosed specific to Dunford. Board’s only related-person transaction involved another director’s family member employment; anti-hedging/pledging policy mitigates alignment risks .